The Kind Person Under The Helmet
by GoldGuardian2418
Summary: Gena shows Madison that the young girl doesn't have to be afraid of her. Sequel to guestsurprise's story "A Helmet Adventure". :)


**The sequel to guestsurprise's story "A Helmet Adventure", which can be found on my page.**

 **Ben 10 belongs to Cartoon Network and Man of Action. Gena and Madison belong to guestsurprise. I only own Rachel.**

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 **The Kind Person Under The Helmet**

Rachel had been getting things ready to make dinner when Madison came running into the kitchen, running to Rachel, who turned to see the young girl looked frightened. "Oh, sweetie, what happened?" She asked, going over to her and holding her arms open so that the little girl could hug her.

The little girl looked on the verge of tears and didn't answer, but then Gena came in. "Ah, there she is," she said.

Madison gasped and hid behind Rachel, who picked her up and held her soothingly. "What happened?" She asked.

Gena looked a bit sheepish. "Ben and I were messing around with Four Arms' first helmet and we unintentionally scared Madison with our roughhousing," she said.

Rachel nodded patiently and gently patted Madison's back, making the young girl look up at her. "Madison, it's okay. This is Gena. She's one of your aunts," she said as she brought the girl closer to the other woman, who smiled.

"Hey, sweetie," she said.

Madison shrank back in Rachel's arms, still very shy. Upgrade, who had just gotten home from work, came in and saw the scene. "Is everything okay?" He asked.

Gena gave him an apologetic look. "I'm afraid I scared Madison unintentionally and she's still very shy about me," she said.

The Mechamorph chuckled a little. "It takes Madison a little bit to trust others, but once she gets to know you, she's fine," he said, going over and accepting his daughter from Rachel. "Madison, it's alright. Gena won't hurt you."

The young girl watched Gena while still clinging to her father and Gena backed up a step so that she didn't look as scary, but it didn't seem to help a whole lot until Upgrade motioned Gena to follow him and they went into the rec room where Upgrade sat on the couch with his daughter.

"Madison. Madison, Madison, Madison," he cooed in a playful voice, making her giggle.

"Daddy," she said in protest, but her giggles proved that she liked it when he made her laugh and she even giggled louder when Upgrade gently poked her sides.

"My goodness, here's a giggle here," he said, his voice playful as he poked her ribs gently. "And here, and here, and my goodness, even here," he said, gently wiggling his fingers into her stomach, underarms, and neck respectively, making Madison giggle more. As he was tickling her, he winked at Gena and indicated towards the giggling girl in his lap. Gena came closer and Upgrade leaned towards her ear. "If you can find the giggles in Madison, it'll help her see she doesn't have to be afraid of you," he whispered.

Catching on, Gena came around to sit by them so that they were sitting on either side of Madison, who was laying back on the middle cushion with her legs still in her father's lap, which meant she was looking at Gena upside down. The older woman looked thoughtful and then smiled at Upgrade. "Seems the giggles have quite a few hiding spots," she said.

"Oh, yes," said Upgrade with a chuckle, tickling his daughter's sides again and making her giggle and try to squirm away, but he gently pinned her legs in his lap so that she couldn't squirm away yet.

Gena lifted her hands up and gently wiggled her fingers into Madison's neck, making the young girl try to hold her giggles in, but her smile was huge on her face. "Oh, I see you smiling," she said teasingly as she then gently tickled Madison's ears.

Madison let out a cute squeak at that. "Oh, what's this?" Upgrade asked teasingly. "My daughter has ticklish ears and I'm just learning about it now?"

The young girl didn't get a chance to answer as Gena tickled her underarms now. "Well, look at all these cute giggles I'm finding," she said.

"You're good at hunting them down," said the Mechamorph in a teasing tone as he tickled Madison's knees playfully and she laughed out loud at that.

"Oh, so that's where the big laughs are hiding," Gena said with a chuckle as she wiggled her fingers up and down the young girl's sides and ribs, making giggles stream constantly out of Madison's mouth. "Upgrade, what about raspberries to her tummy?"

"Oh, Madison loves those, don't you, Madison?" Upgrade asked teasingly.

Madison giggled and shook her head. "Oh, really?" The older woman asked in amusement. "So if your daddy blew a giant raspberry into your tummy, you wouldn't laugh?"

Another head shake answered her, but Upgrade lifted up his daughter's shirt a little to reveal her belly button and blew a big raspberry into the small stomach. Madison exploded into cute giggles. "Daddy! That tickles!" She protested.

He picked her up and turned her so that she was facing Gena. "Her knees are her ultimate weak spot," he said, holding his daughter in a secure hug as Gena began tickling the little girl's knees and the ten-year-old laughed hard.

"Ah-ha! I found a big laugh!" The older woman said teasingly as she tickled Madison's knees for just a moment more and then stopped, hearing the little girl still giggling up a storm.

Upgrade rubbed his daughter's back and helped her sit upright. "All cheered up, sweetheart?" He asked.

She nodded and then turned to Gena before remembering something Rachel told her. "Are you really engaged to a four-armed alien?" She asked.

Gena smiled. "Yes, I am," she said. "Have you met Four Arms yet?"

Madison shook her head, but then looked up to see said alien behind Gena and he smiled at her. "Hello, Madison," he said.

Gena jumped in surprise as she hadn't known he was behind her and he chuckled in amusement as she gave him a playful glare. "Honey, you scared me," she said, but she smiled as he pulled her into a hug.

Madison looked at them and then got down from her father's lap and went up to them, letting Gena pick her up. "I'm sorry about scaring you earlier, sweetie," she said.

"It's okay," Madison said, hugging her. "So, you're my aunt and Four Arms is my uncle?"

"That's right," said Gena with a smile.

Madison giggled when she felt Four Arms gently tickle her neck. "It's nice to put a face to a name," he said. "Upgrade's been bragging about you for a while now, kiddo."

"But of course," said Upgrade. "She and her sister are very smart cookies."

The young girl giggled again at her father's words and hugged Gena again, no longer afraid as she could see her new aunt was a very kind person.

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 **Please leave a review, but no flames!**

 **GoldGuardian2418**


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